Examples of Second Tier Purchased Assets in a sentence
The undersigned certifies that all conditions precedent under the Basic Documents to transfer to the Issuer of the Second Tier Purchased Assets conveyed hereby have been satisfied.
The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of the undersigned to the Obligors, insurers or any other Person in connection with the Second Tier Purchased Assets or any agreement or instrument relating to any of them.
BASHC makes the following representations and warranties as of the Closing Date on which the Second Tier Purchaser will be deemed to have relied in acquiring the Second Tier Purchased Assets.
BASHC has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of BASHC to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of a material portion of the Receivables listed on the Schedule of Receivables or any other part of the Second Tier Purchased Assets.
The sales and transfers by BASHC of the Receivables listed on the Schedule of Receivables and related Second Tier Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, BASHC, except as otherwise specifically provided herein.
BASHC hereby makes the perfection representations, warranties and covenants attached hereto as Schedule II to the Second Tier Purchaser, and the Second Tier Purchaser shall be deemed to have relied on such representations, warranties and covenants in acquiring the Second Tier Purchased Assets.
It is further the intention of the parties hereto that the Receivables listed on the Schedule of Receivables and related Second Tier Purchased Assets shall not be treated as property of BASHC’s estate in the event of a bankruptcy or insolvency of BASHC.
This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and the other Second Tier Purchased Assets in favor of the Second Tier Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from BASHC.
Each of the Transferor and the Issuer intends each transfer of the Second Tier Purchased Assets hereunder to be capital contributions by the Transferor to the Issuer, that in each case are absolute and irrevocable and that provide the Issuer with the full benefits of ownership of the Second Tier Purchased Assets.
The undersigned certifies that all conditions precedent under the Basic Documents to the transfer of the Second Tier Purchased Assets to the Issuer conveyed hereby have been satisfied.